BrasilAgro Files 2024 Annual Report

Ticker: LND · Form: 20-F · Filed: Oct 31, 2024 · CIK: 1499849

Brasilagro - Brazilian Agricultural Real Estate Co 20-F Filing Summary
FieldDetail
CompanyBrasilagro - Brazilian Agricultural Real Estate Co (LND)
Form Type20-F
Filed DateOct 31, 2024
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$5.5589, $1, $4.8192, $5.2374, $5.4481
Sentimentneutral

Sentiment: neutral

Topics: annual-report, agriculture, real-estate

TL;DR

BrasilAgro dropped its 2024 20-F, check financials for ag real estate play.

AI Summary

BrasilAgro, a Brazilian agricultural real estate company, filed its annual report on Form 20-F for the fiscal year ended June 30, 2024. The company, incorporated in Brazil, operates in the agriculture production - crops sector. Its principal executive offices are located at AV. BRIGADEIRO FARIA LIMA, 1.309, 5TH FLOOR, SÃO PAULO, D5, 01452-002.

Why It Matters

This filing provides investors with a comprehensive overview of BrasilAgro's financial performance and operational status for the past fiscal year, crucial for understanding the company's position in the agricultural real estate market.

Risk Assessment

Risk Level: medium — As an agricultural real estate company operating in Brazil, BrasilAgro is subject to risks related to commodity prices, weather, and regulatory changes.

Key Numbers

  • 0630 — Fiscal Year End (Indicates the end of the reporting period for the financial statements.)

Key Players & Entities

  • BrasilAgro - Brazilian Agricultural Real Estate Co (company) — Filer of the 20-F
  • 001-35723 (company) — Commission file number
  • AV. BRIGADEIRO FARIA LIMA, 1.309, 5TH FLOOR, SÃO PAULO, D5, 01452-002 (company) — Business and mailing address
  • June 30, 2024 (date) — Fiscal year end

FAQ

What is BrasilAgro's primary business activity?

BrasilAgro is primarily engaged in agriculture production - crops, as indicated by its Standard Industrial Classification code [0100].

What is the commission file number for BrasilAgro?

The commission file number for BrasilAgro is 001-35723.

Where are BrasilAgro's principal executive offices located?

BrasilAgro's principal executive offices are located at AV. BRIGADEIRO FARIA LIMA, 1.309, 5TH FLOOR, SÃO PAULO, D5, 01452-002.

What is the fiscal year end for BrasilAgro?

BrasilAgro's fiscal year ends on June 30.

What type of SEC filing is this document?

This document is an Annual Report on Form 20-F.

Filing Stats: 4,563 words · 18 min read · ~15 pages · Grade level 16 · Accepted 2024-10-31 13:05:14

Key Financial Figures

  • $5.5589 — e rate for reais into U.S. dollars was R$5.5589 to US$1.00, based on the selling rate a
  • $1 — ais into U.S. dollars was R$5.5589 to US$1.00, based on the selling rate as report
  • $4.8192 — On June 30, 2023, the selling rate was R$4.8192 to US$1.00, and on June 30, 2022, the s
  • $5.2374 — on June 30, 2022, the selling rate was R$5.2374 to US$1.00, in each case, as reported b
  • $5.4481 — ptember 30, 2024, the selling rate was R$5.4481 to US$1.00, as reported by the Central
  • $1.235 b — hich our annual gross revenue exceeds US$1.235 billion, (b) the last day of our fiscal y
  • $1 billion — ate on which we have issued more than US$1 billion in non-convertible debt during the prec
  • $700 million — hat is held by non-affiliates exceeds US$700 million as of the last business day of our most

Filing Documents

—IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1—IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 4

—OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2—OFFER STATISTICS AND EXPECTED TIMETABLE 4

—KEY INFORMATION

ITEM 3—KEY INFORMATION 4

—INFORMATION ON THE COMPANY

ITEM 4—INFORMATION ON THE COMPANY 27

—UNRESOLVED STAFF COMMENTS

ITEM 4A—UNRESOLVED STAFF COMMENTS 52

—OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5—OPERATING AND FINANCIAL REVIEW AND PROSPECTS 53

—DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6—DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 77

—MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7—MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 89

—FINANCIAL INFORMATION

ITEM 8—FINANCIAL INFORMATION 93

—THE OFFER AND LISTING

ITEM 9—THE OFFER AND LISTING 101

—ADDITIONAL INFORMATION

ITEM 10—ADDITIONAL INFORMATION 104

—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 133

— DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12— DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 134 Part II 136

—DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13—DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 136

—MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14—MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 136

—CONTROLS AND PROCEDURES

ITEM 15—CONTROLS AND PROCEDURES 136

—AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A—AUDIT COMMITTEE FINANCIAL EXPERT 137

—CODE OF ETHICS

ITEM 16B—CODE OF ETHICS 137

—PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16C—PRINCIPAL ACCOUNTANT FEES AND SERVICES 138

—EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16D—EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 138

—PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16E—PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 139

—CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16F—CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 139

—CORPORATE GOVERNANCE

ITEM 16G—CORPORATE GOVERNANCE 139

—MINE SAFETY DISCLOSURE

ITEM 16H—MINE SAFETY DISCLOSURE 141

—DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 16I—DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 141

—INSIDER TRADING POLICIES

ITEM 16J—INSIDER TRADING POLICIES 141

—CYBERSECURITY

ITEM 16K—CYBERSECURITY 141 Part III 143

—FINANCIAL STATEMENTS

ITEM 17—FINANCIAL STATEMENTS 143

—FINANCIAL STATEMENTS

ITEM 18—FINANCIAL STATEMENTS 14 3

—EXHIBITS

ITEM 19—EXHIBITS 143 i Part I INTRODUCTION Unless the context otherwise requires, the term "BrasilAgro" refers to BrasilAgro – Companhia Brasileira de Propriedades Agrcolas and its consolidated subsidiaries; and unless indicated otherwise, the terms "we," the "Company," "our" or "us" refer to BrasilAgro. The term "Brazil" refers to The Federative Republic of Brazil. Presentation of Financial Information All references in this annual report to "real," "reais" or "R

quot; are to the Brazilian real , the official currency of Brazil. All references to "dollars" or "US
quot; are to U.S. dollars, the official currency of the United States of America. On June 30, 2024, the end of our last fiscal year, the exchange rate for reais into U.S. dollars was R$5.5589 to US$1.00, based on the selling rate as reported by the Central Bank of Brazil ( Banco Central do Brasil ), or the Central Bank. On June 30, 2023, the selling rate was R$4.8192 to US$1.00, and on June 30, 2022, the selling rate was R$5.2374 to US$1.00, in each case, as reported by the Central Bank. The real /U.S. dollar exchange rate fluctuates widely, and the selling rate on June 30, 2024 may not be indicative of future exchange rates. On September 30, 2024, the selling rate was R$5.4481 to US$1.00, as reported by the Central Bank. Exchange Rates Our dividends, when paid in cash, are denominated in reais . As a result, exchange rate fluctuations have affected and will affect the U.S. dollar amounts received by holders of ADSs on conversion of such dividends by The Bank of New York, as the ADS depositary. The Bank of New York converts dividends it receives from reais into U.S. dollars upon receipt, by sale or such other manner as it has determined, and distributes such U.S. dollars to holders of ADSs, net of The Bank of New York's expenses of conversion, any applicable taxes and other governmental charges. Exchange rate fluctuations may also affect the U.S. dollar price of the ADSs. The Brazilian government

Financial Statements

Financial Statements The Brazilian real is our functional currency and that of our subsidiaries located in Brazil and is also the currency used for the preparation and presentation of our consolidated financial statements. Our fiscal year is from July 1 of each year to June 30 of the following year. We prepare our annual consolidated financial statements in accordance with International Financial Reporting Standards, or IFRS Accounting Standards, as issued by the International Accounting Standards Board, or the IASB. The selected financial information should be read together with our audited consolidated financial statements, including the notes thereto, included elsewhere in this annual report. 1 Crop Year, Harvest and Planting Season Our agricultural production is based on the crop year, which varies according to each crop. The crop year for sugarcane is from January 1 to December 31 of each year, and the crop year for grains is from July 1 of each year to June 30 of the following year. We also make reference in this annual report to the planting season and the harvest season, or harvest period. In Brazil, the planting season for grains is from September to December of each year, and the planting season for sugarcane is from February to May of each year. The harvest period in Brazil for grains is from February to July of each year, and the harvest period for sugarcane is from April to November of each year. Market Information The market information included in this annual report concerning the Brazilian economy and the domestic and international agriculture industry was obtained from market research, publicly available information and industry publications from established public sources, such as the Central Bank, the Brazilian Institute of Geography and Statistics ( Instituto Brasileiro de Geografia e Estatstica ), or the IBGE, the Brazilian Food Supply Company ( Companhia Nacional de Abastecimento ), or Conab, which is a state-owned company, the Braz

Forward-Looking Statements

Forward-Looking Statements This annual report includes on information available to our management at the time such statements were made. Forward-looking statements include, but are not limited to: (a) information concerning possible or assumed future results of our operations, earnings, industry conditions, demand and pricing for our services and other aspects of our business described under "Item 4—Information on the Company," "Item 5—Operating and Financial Review and Prospects" and "Item 11—Quantitative and Qualitative Disclosures About Market Risk"; and (b) statements that are preceded or followed by, or include, the words "believes," "expects," "anticipates," "intends," "is confident," "plans," "estimates," "may," "might," "could," "will," "would," the negatives of such terms or similar expressions. The forward-looking statements included in this annual report relate to, among other factors: our business prospects and future results of operations; weather and other natural phenomena; global economic disruptions and disruptions to commodity markets due to global conflicts and events, including the ongoing conflict between Russia and Ukraine, the conflict between Israel and Hamas, and related conflicts in the Middle East, which may exacerbate market pressures and economic volatility; increases in raw material costs, fuel costs and insurance premiums, especially in light of the ongoing conflict between Russia and Ukraine, the conflict between Israel and Hamas, and related conflicts in the Middle East; developments in, or changes to, the laws, regulations and governmental policies governing our business, including limitations on ownership of farmland by foreign entities in certain jurisdiction in which we operate, environmental laws and regulations; the implementation of our business strategy; our plans relating to a

Forward-looking statements

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. Although we make such statements based on assumptions that we believe to be reasonable, there can be no assurance that actual results will not differ materially from our expectations. Many of the factors that will determine these results are beyond our ability to control or predict. Any of the risk factors described under "Item 3—Key Information—Risk Factors" and those described elsewhere in this annual report or in our other filings with the SEC, among other things, could cause our results to differ from any results or conditions that might be projected, forecasted or estimated by us in any such forward-looking statements. We undertake no obligation to publicly update any forward-looking statement, whether because of new information, future events or otherwise, except as required by applicable law or stock exchange regulation. Investors are cautioned not to put undue reliance on any forward-looking statements.

—IDENTITY OF DIRECTORS, SENIOR

ITEM 1—IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable.

—OFFER STATISTICS AND EXPECTED

ITEM 2—OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

—KEY INFORMATION

ITEM 3—KEY INFORMATION A. (Reserved) Not applicable. B. Capitalization and Indebtedness Not applicable. C. Reasons for the offer and use of proceeds Not applicable. D. Risk Factors Risks Relating to our Business and Industry Our ability to implement our business strategy successfully may be adversely affected by numerous factors beyond our control, which may materially and adversely affect our business, financial condition and results of operations. Our business strategy depends on our ability to acquire, develop, operate and sell our agricultural properties on a profitable basis. Our strategy is based on our ability to acquire agricultural properties at attractive prices, develop them into efficient and profitable operations and sell them at a profit in the medium and long term. These factors are essential for our prospects of success, but are subject to significant uncertainties, contingencies and risks within our economic, competitive, regulatory and operational environment, many of which are beyond our control. Our ability to execute our business strategy successfully is uncertain and may be adversely affected by any of the following factors, among others: failure to pursue our business strategy; failure or difficulty to acquire and sell agricultural properties at attractive prices; 4 changes in market conditions or failure to anticipate and adapt to new trends in Brazil's rapidly evolving agricultural sector; inability to overcome certain limitations on the acquisition of land in Brazil by foreigners, as provided in the opinion of the Federal Attorney General's Office (AGU), as further detailed in this annual report; failure to maintain the fiscal structure of our subsidiaries; inability to develop infrastructure and attract or retain personnel in a timely and effective manner; inability to identify service providers for our agricultural properties and projects; increased competition for suitable land from other agricultural rea

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